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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

or

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-13711

WALTER INDUSTRIES, INC.

Incorporated in Delaware   IRS Employer Identification No. 13-3429953


4211 W. Boy Scout Boulevard, Tampa, Florida 33607


Telephone Number (813) 871-4811

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o.

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o.

        There were 37,261,225 shares of common stock of the registrant outstanding at July 31, 2004.





PART I—FINANCIAL INFORMATION
WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 
  June 30,
2004

  December 31,
2003

 
 
  (in thousands, except share amounts)

 
ASSETS              

Cash

 

$

15,650

 

$

59,982

 
Short-term investments, restricted     103,177     100,315  
Marketable securities     604     652  
Instalment notes receivable, net of allowance of $12,685 and $12,675, respectively     1,750,296     1,757,832  
Receivables, net     178,038     155,497  
Income taxes receivable     14,801     17,271  
Inventories     215,178     215,855  
Prepaid expenses     9,236     6,528  
Property, plant and equipment, net     337,242     352,529  
Investments     6,117     6,326  
Deferred income taxes     43,381     47,498  
Unamortized debt expense     37,842     35,810  
Other long-term assets, net     40,042     35,472  
Goodwill and other intangibles, net     147,125     149,962  
   
 
 
    $ 2,898,729   $ 2,941,529  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

Accounts payable

 

$

95,071

 

$

99,889

 
Accrued expenses     111,636     109,136  
Debt:              
  Mortgage-backed/asset-backed notes     1,780,950     1,829,898  
  Senior debt     12,300     113,754  
  Convertible senior subordinated notes     175,000      
Accrued interest     16,124     17,119  
Accumulated postretirement benefits obligation     286,463     292,300  
Other long-term liabilities     202,091     202,823  
   
 
 
  Total liabilities     2,679,635     2,664,919  
   
 
 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 
  Common stock, $.01 par value per share:              
    Authorized—200,000,000 shares
Issued—55,885,320 and 55,692,942 shares
    559     557  
  Capital in excess of par value     1,151,161     1,150,442  
  Accumulated deficit     (655,304 )   (658,965 )
  Treasury stock—18,774,097 and 13,813,313 shares, at cost     (227,038 )   (164,018 )
  Accumulated other comprehensive loss     (50,284 )   (51,406 )
   
 
 
      Total stockholders' equity     219,094     276,610  
   
 
 
    $ 2,898,729   $ 2,941,529  
   
 
 

See accompanying "Notes to Consolidated Financial Statements"

2



WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
  Three months ended
June 30,

 
 
  2004
  2003
 
 
  (in thousands, except per share amounts)

 
Net sales and revenues:              
  Net sales   $ 322,363   $ 294,231  
  Interest income on instalment notes     56,407     55,552  
  Miscellaneous     1,098     4,752  
   
 
 
      379,868     354,535  
   
 
 
Costs and expenses:              
  Cost of sales (exclusive of depreciation)     258,398     247,306  
  Depreciation     15,249     13,388  
  Selling, general and administrative     50,114     43,497  
  Provision for losses on instalment notes     2,902     3,306  
  Postretirement benefits     593     2,066  
  Interest expense—mortgage-backed/asset-backed notes     30,276     31,530  
  Interest expense—corporate debt     6,206     4,235  
  Amortization of other intangibles     1,352     1,624  
  Litigation expense         6,500  
  Restructuring and impairment charges     359     5,887  
   
 
 
      365,449     359,339  
   
 
 
Income (loss) from continuing operations before income tax expense     14,419     (4,804 )
Income tax (expense) benefit     (6,156 )   21,760  
   
 
 
Income from continuing operations     8,263     16,956  

Discontinued operations:

 

 

 

 

 

 

 
  Income from discontinued operations, net of tax expense of $2,052         3,632  
  Estimated loss on disposal of discontinued operations, net of tax benefit of $25,685         (47,700 )
   
 
 
Net income (loss)   $ 8,263   $ (27,112 )
   
 
 
Basic income (loss) per share:              
  Income from continuing operations   $ 0.22   $ 0.39  
  Discontinued operations         (1.01 )
   
 
 
  Net income (loss)   $ 0.22   $ (0.62 )
   
 
 
Diluted income (loss) per share:              
  Income from continuing operations   $ 0.21   $ 0.38  
  Discontinued operations         (0.99 )
   
 
 
  Net income (loss)   $ 0.21   $ (0.61 )
   
 
 

See accompanying "Notes to Consolidated Financial Statements"

3



WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
  Six months ended
June 30,

 
 
  2004
  2003
 
 
  (in thousands, except per share amounts)

 
Net sales and revenues:              
  Net sales   $ 588,046   $ 544,555  
  Interest income on instalment notes     111,673     110,092  
  Miscellaneous     6,185     7,063  
   
 
 
      705,904     661,710  
   
 
 

Costs and expenses:

 

 

 

 

 

 

 
  Cost of sales (exclusive of depreciation)     484,390     450,471  
  Depreciation     30,501     27,136  
  Selling, general and administrative     99,874     83,922  
  Provision for losses on instalment notes     5,032     6,336  
  Postretirement benefits     3,105     4,332  
  Interest expense—mortgage-backed/asset-backed notes     62,002     62,986  
  Interest expense—corporate debt     10,151     7,767  
  Amortization of other intangibles     2,837     3,098  
  Litigation expense         6,500  
  Restructuring and impairment charges     514     5,887  
   
 
 
      698,406     658,435  
   
 
 
Income from continuing operations before income tax expense     7,498     3,275  
Income tax (expense) benefit     (3,837 )   19,369  
   
 
 

Income from continuing operations

 

 

3,661

 

 

22,644

 

Discontinued operations:

 

 

 

 

 

 

 
  Income from discontinued operations, net of tax expense of $5,303         9,229  
  Estimated loss on disposal of discontinued operations, net of tax benefit of $25,685         (47,700 )

Cumulative effect of change in accounting principle, net of income tax expense of $123

 

 


 

 

376

 
   
 
 
Net income (loss)   $ 3,661   $ (15,451 )
   
 
 
Basic income (loss) per share:              
  Income from continuing operations   $ 0.09   $ 0.51  
  Discontinued operations         (0.87 )
  Cumulative effect of change in accounting principle         0.01  
   
 
 
  Net income (loss)   $ 0.09   $ (0.35 )
   
 
 
Diluted income (loss) per share:              
  Income from continuing operations   $ 0.09   $ 0.51  
  Discontinued operations         (0.87 )
  Cumulative effect of change in accounting principle         0.01  
   
 
 
  Net income (loss)   $ 0.09   $ (0.35 )
   
 
 

See accompanying "Notes to Consolidated Financial Statements"

4



WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For The Six Months Ended June 30, 2004
(UNAUDITED)
(in thousands)

 
  Total
  Comprehensive
Income/Loss

  Accumulated
Deficit

  Accumulated
Other
Comprehensive
Income/Loss

  Common
Stock

  Capital
in Excess
of Par Value

  Treasury
Stock

 
Balance at December 31, 2003   $ 276,610         $ (658,965 ) $ (51,406 ) $ 557   $ 1,150,442   $ (164,018 )
Comprehensive income:                                            
  Net income     3,661   $ 3,661     3,661                          
  Other comprehensive income, net of tax:                                            
    Decrease in additional pension liability     1,008     1,008           1,008                    
    Net unrealized gain on
hedge
    114     114           114                    
         
                               
Comprehensive income:         $ 4,783                                
         
                               
Stock issued upon exercise of stock options     2,727                       2     2,725        
Purchase of treasury stock     (63,020 )                                 (63,020 )
Dividends paid, $0.06 per share     (2,370 )                           (2,370 )      
Stock-based compensation
earned
    364                             364        
   
       
 
 
 
 
 
Balance at June 30, 2004   $ 219,094         $ (655,304 ) $ (50,284 ) $ 559   $ 1,151,161   $ (227,038 )
   
       
 
 
 
 
 

See accompanying "Notes to Consolidated Financial Statements"

5



WALTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 
  For the six months ended
June 30,

 
 
  2004
  2003
 
 
  (in thousands)

 
OPERATING ACTIVITIES              
  Income from continuing operations   $ 3,661   $ 22,644  
  Adjustments to reconcile income to net cash provided by (used in) continuing operations:              
      Provision for losses on instalment notes receivable     5,032     6,336  
      Depreciation     30,501     27,136  
      Provision for deferred income taxes     3,978     5,839  
      Accumulated postretirement benefits obligation     (5,837 )   (3,743 )
      Provision for (benefit from) other long-term liabilities     1,389     (1,360 )
      Amortization of other intangibles     2,837     3,098  
      Amortization of debt expense     5,475     2,887  
      Loss on sale of assets     1,294      
      Restructuring and impairment charges     238     4,700  
      Stock-based compensation earned     364      
  Decrease (increase) in assets:              
      Short-term investments, restricted     (2,862 )   (14,393 )
      Marketable securities     48     959  
      Receivables, net     (24,407 )   (21,144 )
      Income taxes receivable     2,609     (21,338 )
      Inventories     (2,383 )   (9,982 )
      Prepaid expenses     (2,708 )   (2,285 )
  Increase (decrease) in liabilities:              
      Accounts payable     (3,599 )   8,402  
      Accrued expenses     6,039     (6,344 )
      Accrued interest     (995 )   (1,522 )
   
 
 
        Cash flows provided by (used in) continuing operations     20,674     (110 )
        Cash flows (used in) provided by discontinued operations     (3,611 )   20,105  
   
 
 
        Cash flows provided by operating activities     17,063     19,995  
   
 
 

INVESTING ACTIVITIES

 

 

 

 

 

 

 
  Notes originated from sales and resales of homes     (234,939 )   (255,169 )
  Cash collections on accounts and payouts in advance of maturity     237,443     217,827  
  Additions to property, plant and equipment, net of retirements     (18,369 )   (23,870 )
  (Increase) decrease in investments and other assets, net     (5,958 )   1,784  
  Additions to property, plant and equipment of discontinued operations         (13,131 )
  Proceeds from sale of subsidiary     6,000      
   
 
 
        Cash flows used in investing activities     (15,823 )   (72,559 )
   
 
 

FINANCING ACTIVITIES

 

 

 

 

 

 

 
  Issuance of debt     370,600     881,370  
  Retirement of debt     (347,442 )   (802,596 )
  Additions to unamortized debt expense     (6,067 )   (6,756 )
  Dividends paid     (2,370 )   (2,629 )
  Purchases of treasury stock     (63,020 )   (10,014 )
  Exercise of employee stock options     2,727     401  
   
 
 
        Cash flows (used in) provided by financing activities     (45,572 )   59,776  
   
 
 
Net (decrease) increase in cash     (44,332 )   7,212  
Cash at beginning of period     59,982     8,234  
   
 
 
Cash at end of period   $ 15,650   $ 15,446  
   
 
 

See accompanying "Notes to Consolidated Financial Statements"

6



WALTER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004
(Unaudited)

Note 1—Basis of Presentation

        The accompanying unaudited consolidated financial statements of Walter Industries, Inc. ("the Company") and subsidiaries have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

        The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

        In December 2003, the Company completed the sales of Applied Industrial Materials Corporation ("AIMCOR") and JW Aluminum Company ("JW Aluminum") (see Note 2). The Notes to Consolidated Financial Statements, except where otherwise indicated, relate to continuing operations only. Certain reclassifications have been made to prior year's amounts to conform to the current period classifications.

        On April 30, 2004, the Company completed the sale of the assets of Vestal Manufacturing Company, a wholly-owned subsidiary, for $6.0 million, subject to certain post-closing adjustments. The Company recorded an after tax loss of approximately $0.8 million on the sale. Michael T. Tokarz, a member of the Company's Board of Directors, is the chairman and investment manager of MVC Capital, an investment fund that participated in the acquisition of Vestal's assets. Mr. Tokarz owns less than five percent of the equity of MVC Capital. There were no fees paid to Mr. Tokarz in connection with the sale. Mr. Tokarz did not vote on the transaction or participate in the Board's decision to approve the sale of Vestal.

Note 2—Discontinued Operations

        On December 3, 2003, the Company completed the sale of AIMCOR, previously a wholly-owned subsidiary of the Company, to Oxbow Carbon and Minerals LLC ("Oxbow") for $127.7 million, subject to certain post-closing adjustments. This resulted in a loss on the sale of approximately $71.5 million, net of $27.6 million of income tax benefit. Based on the Company's history of taxable earnings and expectations for future earnings, it is more likely than not that the Company will achieve sufficient future taxable income to recognize all of the tax benefits associated with the tax loss from the disposition of AIMCOR. The Company also completed the sale of JW Aluminum, previously a wholly-owned subsidiary of the Company, to Wellspring Capital Management LLC for $125.0 million, subject to certain post-closing adjustments, on December 5, 2003, resulting in a gain on the sale of approximately $20.1 million, net of $15.5 million of income tax expense.

        Per the various sales agreements for the divestitures of businesses, the final sales prices are subject to certain post-closing cash and net working capital adjustments. These cash and working capital adjustments are defined in the sales agreements and are subject to resolution and arbitration processes provided for in the agreements. The Company is currently in arbitration against the purchaser of AIMCOR. Receivables at June 30, 2004 and December 31, 2003 include approximately $16 million for estimated net cash and working capital adjustments due to the Company. The ultimate recovery of

7



these receivables is subject to the resolution and arbitration processes described above. Management believes it has a valid basis for its claims and intends to vigorously pursue recovery through these resolution and arbitration processes.

        As a result of the adoption of plans to dispose of AIMCOR and JW Aluminum, their operations have been classified as discontinued operations in the accompanying statements of operations for the three and six months ended June 30, 2003.

        Net sales and revenues and income from such discontinued operations were as follows (in thousands):

 
  For the three months
ended June 30,

  For the six months
ended June 30,

 
 
        2003      
        2003      
 
Net sales and revenues   $ 169,880   $ 326,056  

Income from discontinued operations before income tax expense

 

$

5,684

 

$

14,532

 
Income tax expense     (2,052 )   (5,303 )
   
 
 
Income from discontinued operations   $ 3,632   $ 9,229  
   
 
 

Note 3—Stock Options & Stock Compensation

        The Company applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for stock options using the intrinsic value method at the grant dates. Had compensation cost for the Company's stock option plans been determined based on fair value at the grant dates as prescribed by Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, the Company's net income (loss) and net income (loss) per share on a pro forma basis would have been (in thousands, except per share data):

 
  For the three months
ended June 30,

  For the six months
ended June 30,

 
 
  2004
  2003
  2004
  2003
 
Net income (loss), as reported   $ 8,263   $ (27,112 ) $ 3,661   $ (15,451 )
Add: Stock-based compensation expense included in reported net income, net of related tax effects     120         239      
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects     (791 )   (781 )   (1,454 )   (1,555 )
   
 
 
 
 
Pro forma net income (loss)   $ 7,592   $ (27,893 ) $ 2,446   $ (17,006 )
   
 
 
 
 

8


 
  For the three months
ended June 30,

  For the six months
ended June 30,

 
 
  2004
  2003
  2004
  2003
 
Net income (loss) per share:                          
  Basic—as reported   $ 0.22   $ (0.62 ) $ 0.09   $ (0.35 )
  Basic—pro forma     0.20     (0.64 )   0.06     (0.39 )
  Diluted—as reported     0.21     (0.61 )   0.09     (0.35 )
  Diluted—pro forma     0.19     (0.63 )   0.06     (0.38 )

        The preceding pro forma results were calculated with the use of the Black Scholes option-pricing model. Weighted average assumptions used for the following periods were:

 
  For the three months
ended March 31,

  For the three months
ended June 30,

 
 
  2004
  2003
  2004
  2003
 
Risk free interest rate   5.02 % 3.97 % 4.67 % 3.89 %
Dividend yield   1.00 % 1.00 % 1.00 % 1.00 %
Expected life (years)   7.0   8.0   6.9   7.8  
Volatility   39.86 % 40.17 % 39.56 % 40.01 %

        During the first quarter of 2004, the Company established the Long-Term Incentive Award Plan Restricted Stock Unit Award Agreement (the "Agreement") pursuant to the provisions of the 2002 Long-Term Incentive Award Plan. Under the Agreement, restricted stock units fully vest after seven years of continuous employment with the Company. The Agreement contains an acceleration provision for vesting if the stock price of the Company reaches certain pre-established amounts. The Company records deferred compensation related to the restricted stock units as a component of capital in excess of par value in the period of grant, based on the number of units granted and the market value of the Company's stock on the grant date, and amortizes the deferred compensation to expense over the vesting period. The Company recorded $0.1 million of expense, net of tax, related to restricted stock units for the three and six months ended June 30, 2004.

Note 4—Restructuring and Impairments

        On December 1, 2003, the Company announced that Jim Walter Resources expected to close Mine No. 5 during the fourth quarter of 2004 due to continuing adverse geologic conditions. The mine was originally scheduled to close in 2006. However, given the poor operating conditions, management concluded that it was not economically feasible to access Mine No. 5's remaining coal reserves beyond 2004. On April 6, 2004, the Company announced that it would extend its coal production schedule for Mine No. 5 to mid-2005 due to favorable increases in metallurgical coal prices around the world. The Company previously estimated total costs of the shutdown at approximately $17.8 million, of which approximately $12.7 million would qualify as restructuring costs. As a result of the delay in the shutdown of the mine, total expected costs have decreased to approximately $14.5 million, of which approximately $9.4 million would qualify as restructuring costs. Due to the change in the timing of the mine shutdown and the related decrease in estimated restructuring costs, the Company remeasured the liability, which resulted in a $0.7 million reversal of amounts previously charged to restructuring

9



expense in 2003. The Company recorded approximately $0.5 million of restructuring costs for each of the three months ended March 31, 2004 and June 30, 2004 related to the shutdown of Mine No. 5. Estimated costs associated with the shutdown and amounts recorded as restructuring expenses are as follows (in thousands):

 
  Total
Expected Costs

  Total
restructuring & impairment
expenses recognized
from inception
to June 30, 2004

  Restructuring &
impairment charges
expensed for the
three months ended
June 30, 2004

  Restructuring &
impairment charges
expensed for the
six months ended
June 30, 2004

  Restructuring &
impairment charges
expensed from
inception to
December 31, 2003

Termination benefits   $ 4,046   $ 1,234   $ 534   $ 393   $ 841
Other employee-related costs     8,475     5,790             5,790
Other costs     2,001     67             67
   
 
 
 
 
Total   $ 14,522   $ 7,091   $ 534   $ 393   $ 6,698
   
 
 
 
 

        Termination benefits consist primarily of one year's post-employment health benefits for United Mine Workers of America (the "UMWA") employees and severance related to staff reductions of salaried personnel. Other employee-related costs include approximately $5.8 million expensed in 2003 related to an increase in benefit costs associated with the curtailment of the UMWA other post-retirement benefits plan and increases in other employee-related costs, such as workers compensation, that will be expensed when incurred. Other costs primarily represent incremental costs related to the closure of the mine that will be charged to operating costs when incurred.

        Amounts recorded in accrued restructuring for the closure of Mine No. 5 are as follows (in thousands):

 
  For the three
months ended
June 30, 2004

  For the three
months ended
March 31, 2004

  For the
year ended
December 31, 2003

Beginning balance   $ 832   $ 973   $
Restructuring expense     534     534     973
Restructuring payments            
Reversal of prior accruals         (675 )  
   
 
 
Ending balance   $ 1,366   $ 832   $ 973
   
 
 

        On April 29, 2003, U.S. Pipe, the primary component of the Industrial Products segment, ceased production and manufacturing operations at its castings plant in Anniston, Alabama. The decision to cease operations was the result of several years of declining financial results and resulted in the termination of approximately 80 employees. Exit costs associated with the plant closure are estimated to be $6.1 million and are substantially complete. During the three and six months ended June 30, 2004, $0.3 million of other associated costs were expensed for site cleanup, and adjustments were made to reduce restructuring and impairment expense of $0.3 million related to unanticipated scrap material recoveries from the manufacturing facility demolition and $0.2 million related to an unexpected power contract termination adjustment. Additionally, restructuring expense for the six-months ended June 30,

10



2004, includes $0.3 million primarily for site clean up costs. Estimated costs associated with the restructuring are as follows (in thousands):

 
  Total
Expected Costs

  Total restructuring
& impairment
expenses recognized
from inception to
June 30, 2004

  Restructuring &
impairment charges
expensed for the
three months ended
June 30, 2004

  Restructuring &
impairment charges
expensed for the
six months ended
June 30, 2004

  Restructuring &
impairment
charges expensed
from inception to
December 31, 2003

One-time termination benefits   $ 758   $ 758   $ 16   $ 32   $ 726
Contract termination costs     76     76     (209 )   (209 )   285
Other associated costs     787     787     280     560     227
Write-off of property, plant and equipment and related parts and materials     4,438     4,438     (262 )   (262 )   4,700
   
 
 
 
 
Total   $ 6,059   $ 6,059   $ (175 ) $ 121   $ 5,938
   
 
 
 
 

        Other associated costs principally include site clean-up costs that were expensed when incurred.

        Amounts recorded in accrued restructuring for ceasing production and manufacturing operations in Anniston, Alabama are as follows (in thousands):

 
  For the three
months ended
June 30, 2004

  For the three
months ended
March 31, 2004

  For the
year ended
December 31, 2003

 
Beginning balance   $ 325   $ 243   $  
Restructuring expense     87     296     1,238  
Restructuring payments     (237 )   (214 )   (995 )
   
 
 
 
Ending balance   $ 175   $ 325   $ 243  
   
 
 
 

Note 5—Restricted Short-Term Investments

        Restricted short-term investments at June 30, 2004 and December 31, 2003 include (i) temporary investment of reserve funds and collections on instalment notes receivable owned by Mid-State Trusts IV, VI, VII, VIII, IX, X and XI (the "Trusts") ($96.0 million and $94.0 million, respectively) which are available only to pay expenses of the Trusts and principal and interest on indebtedness of the Trusts and (ii) miscellaneous other segregated amounts restricted to specific uses ($7.2 million and $6.3 million), respectively.

11



Note 6—Instalment Notes Receivable

        Instalment notes receivable are summarized as follows (in thousands):

 
  June 30,
2004

  December 31,
2003

 
Instalment notes receivable   $ 1,672,982   $ 1,695,040  
Mortgage loans receivable     89,999     75,467  
Less: Allowance for losses     (12,685 )   (12,675 )
   
 
 
Net   $ 1,750,296   $ 1,757,832  
   
 
 

        During the three and six months ended June 30, 2004, the Company purchased portfolios of $6.4 million and $14.7 million, respectively, of seasoned mortgage loans.

        Activity in the allowance for losses on instalment notes is summarized as follows (in thousands):

 
  For the six months
ended June 30,

 
 
  2004
  2003
 
Balance at beginning of period   $ 12,675   $ 11,274  
Provisions charged to income     5,032     6,336  
Charge-offs, net of recoveries     (5,022 )   (6,407 )
   
 
 
Balance at end of period   $ 12,685   $ 11,203  
   
 
 

12



WALTER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004

(Unaudited)

Note 7—Inventories

        Inventories are summarized as follows (in thousands):

 
  June 30,
2004

  December 31,
2003

Finished goods   $ 121,164   $ 116,075
Goods in process     39,289     31,071
Raw materials and supplies     36,672     49,854
Repossessed houses held for resale     18,053     18,855
   
 
Total inventories   $ 215,178   $ 215,855
   
 

Note 8—Debt

        Debt, in accordance with its contractual terms, consisted of the following (in thousands):

 
  June 30,
2004

  December 31,
2003

Mortgage-Backed/Asset-Backed Notes and Variable Funding Loan:            
  Trust IV Asset Backed Notes   $ 360,559   $ 398,544
  Trust VI Asset Backed Notes     212,577     228,620
  Trust VII Asset Backed Notes     182,239     196,461
  Trust VIII Asset Backed Notes     235,245     254,182
  Trust IX Variable Funding Loan     205,759     129,759
  Trust X Asset Backed Notes     310,428     328,121
  Trust XI Asset Backed Notes     274,143     294,211
   
 
      1,780,950     1,829,898
   
 
Other senior debt:            
  Walter Industries, Inc.            
    Revolving Credit Facility     12,300    
    Convertible Senior Subordinated Notes     175,000    
    Term Loan, net of discount of $1,440         113,754
   
 
      187,300     113,754
   
 
  Total   $ 1,968,250   $ 1,943,652
   
 

        On April 20, 2004, the Company issued convertible senior subordinated notes in the aggregate principal amount of $175 million. The notes are unsecured senior subordinated obligations and are junior in right of payment to any senior debt of the Company and the Company's subsidiaries' and other liabilities, including trade payables. The notes were issued in a private placement at par and will mature on May 1, 2024, unless earlier converted, redeemed or repurchased. The notes are redeemable by the Company at par on or after May 6, 2011. The holders of the notes may require the Company to repurchase some or all of the notes at par plus accrued and unpaid interest, including contingent interest, if any, initially on May 1, 2014, and subsequently on May 1, 2019, or at any time prior to their maturity following a fundamental change, as defined in the indenture.

13


        The notes bear interest at 3.75% per annum. Also, during certain periods commencing on May 1, 2011, the Company will pay contingent interest for the applicable interest period if the average trading price of the notes during the specified five trading days in the applicable interest period equals or exceeds 120% of the principal amount of the notes. The contingent interest payable per note will equal 0.40% per year of the average trading price of such note during the applicable five trading-day reference period. The notes are convertible into shares of the Company's common stock, initially at a conversion rate of 56.0303 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $17.85 per share), subject to adjustment and under certain circumstances as outlined in the indenture. Holders can surrender their notes for conversion in any fiscal quarter after the quarter ending June 30, 2004 if the last reported sale price per share of Walter Industries' common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter is greater than or equal to 130% of the applicable conversion price per share of Walter Industries' common stock on such last trading day. Holders may also convert the notes if certain trading price conditions are met, the notes are called for redemption, upon the occurrence of certain corporate transactions or if future credit ratings are three or more subcategories below the initial credit rating.

        Other than the occurrence of certain corporate transactions, such as the sale of the Company, the agreement has no provisions that accelerate maturity of the debt. A significant downgrade of the credit rating of the debt or a suspension of the ratings by both rating agencies, would result in an acceleration of the conversion feature of the notes.

        Proceeds upon issuance of the notes were approximately $168.9 million, net of approximately $6.1 million of underwriting fees and expenses. A portion of the proceeds was used to repay in full the Term Loan, which had a principal balance outstanding of approximately $111.7 million. Using the remaining proceeds and borrowings under the revolving credit facility, the Company repurchased 4,960,784 shares of its common stock for approximately $63.0 million, of which 3,960,784 shares totaling $50.0 million were repurchased from certain affiliates of Kohlberg, Kravis, Roberts and Co ("KKR"). After the repurchase, KKR affiliates own approximately 27% of the Company's outstanding stock.

        In April 2003, the Company entered into a new $500 million bank credit facility (the "2003 Credit Facility") which consists of a $245 million senior secured revolving credit facility that matures in April 2008 and a $255 million senior secured Term Loan originally maturing in April 2010. In April 2004, the Company repaid the remaining balance of the term loan from the proceeds of the convertible debt issue. The 2003 revolving credit facility is secured by the stock of Walter Industries' subsidiaries and by certain assets (excluding real property) of the Company. The interest rate on the revolving credit facility is a floating rate of 350 basis points over LIBOR and on the retired term loan was a floating rate of 425 basis points over LIBOR. LIBOR was 1.3% and 1.2% at June 30, 2004 and December 31, 2003, respectively.

        In connection with the 2003 Credit Facility, the Company originally incurred debt issuance costs of approximately $5.4 million, which was being amortized over the life of the loans. In addition, the Company recorded a discount on the term loan of approximately $3.2 million, which was recorded as a reduction of the term loan and was being accreted to face value over the life of the loan. As the result

14



of the repayment of the term loan, unamortized term loan debt issue costs of approximately $1.2 million and discount of approximately $1.4 million were charged to interest expense in the three months ended June 30, 2004.

        Effective March 24, 2004 and April 13, 2004, the Company entered into amendments of the 2003 Credit Facility to provide the Company with flexibility in the timing of its long term financing under mortgage backed/asset-backed notes; to permit the issuance of senior convertible notes; and to increase the amount of shares that could be repurchased under the 2003 Credit Facility. These amendments modify the 2003 Credit Facility as follows: (a) the definition of Consolidated EBITDA will not include any cash expenditure made on or after July 1, 2004 in connection with post employment benefits to the extent such expenditures are not deducted in computing Consolidated Net Income; (b) for the Four-Quarter Period ending June 30, 2004 only, the Consolidated Leverage Ratio, as defined in the Agreement, cannot exceed 4.25:1.0; unless the Company completes a securitization during such period, in which case the ratio cannot exceed 3.30:1.0; (c) for the Four-Quarter Period ending June 30, 2004 only, the Consolidated Fixed Charge Coverage Ratio, as defined in the Agreement, will not be tested; unless the Company completes a securitization during such period, in which case the ratio must exceed 1.25:1.0; and (d) permits the Company to incur additional indebtedness related to the issuance of convertible senior subordinated notes and to repurchase additional shares of the Company's common stock. In May 2004, the Company's lenders waived the requirement that the Company permanently reduce the Revolver commitment with the net cash proceeds from the sale of Vestal Manufacturing.

        The revolving credit facility includes a sub-facility for trade and other standby letters of credit in an amount up to $100.0 million at any time outstanding. At June 30, 2004 letters of credit with a face amount of $64.1 million were outstanding and approximately $168.6 million was available under the revolving credit facility.

        The Mid-State Trust IX Variable Funding Loan Facility (or "Trust IX") is a $400.0 million warehouse facility with Bank of America as lender and as Administrative Agent. Interest is based on the cost of A-1 and P-1 rated commercial paper plus .35% and a facility fee on the committed amount of .40%. The weighted average interest rate was 1.87% as of June 30, 2004. Trust IX matured on February 2, 2004 and was then renewed to January 31, 2005.

15



Note 9—Pension and Other Employee Benefits

        The components of net periodic benefit cost are as follows (in thousands):

 
  Pension Benefits
  Post-Retirement Benefits
 
 
  For the three months ended
June 30,

  For the three months ended
June 30,

 
 
  2004
  2003
  2004
  2003
 
Components of net periodic benefit costs:                          
Service cost   $ 1,962   $ 1,863   $ 476   $ 459  
Interest cost     5,568     5,580     3,928     3,810  
Expected return on plan assets     (5,912 )   (4,925 )        
Amortization of transition amount         (172 )        
Amortization of prior service cost     180     215     (1,634 )   (1,634 )
Amortization of net loss (gain)     1,541     1,465     (93 )   (660 )
   
 
 
 
 
Net periodic benefit cost     3,339     4,026     2,677     1,975  
Discontinued operations                 45  
   
 
 
 
 
Net periodic benefit cost for
continuing operations
  $ 3,339   $ 4,026   $ 2,677   $ 2,020  
   
 
 
 
 
 
  Pension Benefits
  Post-Retirement Benefits
 
 
  For the six months ended
June 30,

  For the six months ended
June 30,

 
 
  2004
  2003
  2004
  2003
 
Components of net periodic benefit costs:                          
Service cost   $ 3,923   $ 3,725   $ 951   $ 918  
Interest cost     11,136     11,160     7,855     7,620  
Expected return on plan assets     (11,445 )   (9,850 )        
Amortization of transition amount     (1 )   (345 )        
Amortization of prior service cost     359     431     (3,268 )   (3,268 )
Amortization of net loss (gain)     3,081     2,930     (186 )   (1,320 )
   
 
 
 
 
Net periodic benefit cost     7,053     8,051     5,352     3,950  
Discontinued operations                 90  
   
 
 
 
 
Net periodic benefit cost for
continuing operations
  $ 7,053   $ 8,051   $ 5,352   $ 4,040  
   
 
 
 
 

        In May 2004, the FASB issued FASB Staff Position 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003, which provides guidance on the accounting for the effects of the Act. FASB Staff Position 106-2 is effective for the first interim or annual period ending after June 15, 2004. The Company has determined that it sponsors health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The affect of the subsidy on the measurement of net periodic postretirement benefit cost for 2004 is estimated to be $0.7 million.

16



        During the second quarter of 2004, the Company reduced the Other Postretirement Benefits liability by $1.6 million to correct an overaccrual for certain retiree life insurance benefits which are provided by the UMWA union plans which are indirectly funded by Jim Walter Resources.

Note 10—Income Taxes

        The Company established a $1.8 million valuation allowance for certain Homebuilding segment state deferred tax assets during the second quarter of 2004.

Note 11—Earnings Per Share

        Calculations of basic and diluted net income (loss) per share for the three and six months ended June 30, 2004 and 2003 are as follows (in thousands, except per share data):

 
  Three months ended June 30,
 
 
  2004
  2003
 
 
  Basic
  Diluted
  Basic
  Diluted
 
Net income (loss)   $ 8,263   $ 8,263   $ (27,112 ) $ (27,112 )
   
 
 
 
 
Shares of common stock outstanding:                          
  Average number of common shares     38,304     38,304     43,824     43,824  
Effect of diluted securities:                          
  Stock options         705         326  
   
 
 
 
 
      38,304     39,009     43,824     44,150  
   
 
 
 
 
Net income (loss) per share   $ 0.22   $ 0.21   $ (0.62 ) $ (0.61 )
   
 
 
 
 
 
  Six months ended June 30,
 
 
  2004
  2003
 
 
  Basic
  Diluted
  Basic
  Diluted
 
Net income (loss)   $ 3,661   $ 3,661   $ (15,451 ) $ (15,451 )
   
 
 
 
 
Shares of common stock outstanding:                          
  Average number of common shares     39,851     39,851     44,035     44,035  
Effect of diluted securities:                          
  Stock options         597         263  
   
 
 
 
 
      39,851     40,448     44,035     44,298  
   
 
 
 
 
Net income (loss) per share   $ 0.09   $ 0.09   $ (0.35 ) $ (0.35 )
   
 
 
 
 

17


Note 12—Segment Information

        Summarized financial information concerning the Company's reportable segments is shown in the following tables (in thousands):

 
  Three months ended
June 30,

 
 
  2004
  2003
 
  Net sales and revenues:              
    Homebuilding   $ 61,543   $ 74,969  
    Financing     62,798     59,905  
    Industrial Products     145,007     128,104  
    Natural Resources     89,169     69,263  
    Other     27,260     27,361  
    Consolidating Eliminations     (5,909 )   (5,067 )
   
 
 
      Net sales and revenues   $ 379,868   $ 354,535  
   
 
 
Operating income (loss) (a):              
    Homebuilding   $ (6,712 ) $ 2,437  
    Financing (b)     16,649     13,993  
    Industrial Products     1,401     (12,397 )
    Natural Resources     14,719     304  
    Other     (4,301 )   (4,228 )
    Consolidating Eliminations     (1,131 )   (678 )
   
 
 
      Operating income (loss)     20,625     (569 )
    Less: Corporate debt interest expense     (6,206 )   (4,235 )
   
 
 
    Income (loss) from continuing operations before income taxes     14,419     (4,804 )
    Income tax (expense) benefit     (6,156 )   21,760  
   
 
 
      Income from continuing operations   $ 8,263   $ 16,956  
   
 
 
  Depreciation:              
    Homebuilding   $ 1,213   $ 1,227  
    Financing     354     204  
    Industrial Products     6,890     6,516  
    Natural Resources     5,570     4,238  
    Other     1,222     1,203  
   
 
 
      Total   $ 15,249   $ 13,388  
   
 
 

(a)
Effective January 1, 2004, the Company revised its methodology of allocating certain corporate overhead expenses to all segments. Operating income for each segment now includes an allocation of corporate overhead expenses that are directly attributable to each segment's operations. Prior year amounts have been reclassified to conform to the current year presentation.

(b)
Operating income amounts are net of amortization of other intangibles of $1,352 and $1,624 for the three months ended June 30, 2004 and 2003, respectively, and interest expense on the

18


 
  Six months ended
June 30,

 
 
  2004
  2003
 
Net sales and revenues:              
  Homebuilding   $ 125,660   $ 139,499  
  Financing     123,778     119,134  
  Industrial Products     259,084     223,948  
  Natural Resources     153,823     135,939  
  Other     54,082     53,841  
  Consolidating Eliminations     (10,523 )   (10,651 )
   
 
 
    Net sales and revenues   $ 705,904   $ 661,710  
   
 
 
Operating income (loss) (c):              
  Homebuilding   $ (15,521 ) $ 4,400  
  Financing (d)     30,496     29,052  
  Industrial Products     (149 )   (16,322 )
  Natural Resources     12,406     1,631  
  Other     (8,230 )   (6,362 )
  Consolidating Eliminations     (1,353 )   (1,357 )
   
 
 
    Operating income     17,649     11,042  
  Less: Corporation debt interest expense     (10,151 )   (7,767 )
   
 
 
  Income from continuing operations before income taxes     7,498     3,275  
  Income tax (expense) benefit     (3,837 )   19,369  
   
 
 
    Income from continuing operations   $ 3,661   $ 22,644  
   
 
 
Depreciation:              
  Homebuilding   $ 2,458   $ 2,208  
  Financing     692     403  
  Industrial Products     13,743     13,334  
  Natural Resources     11,164     8,476  
  Other     2,444     2,715  
   
 
 
    Total   $ 30,501   $ 27,136  
   
 
 

(c)
Effective January 1, 2004, the Company revised its methodology of allocating certain corporate overhead expenses to all segments. Operating income for each segment now includes an allocation of corporate overhead expenses that are directly attributable to each segment's operations. Prior year amounts have been reclassified to conform to the current year presentation.

(d)
Operating income amounts are net of amortization of other intangibles of $2,837 and $3,098 for the six months ended June 30, 2004 and 2003, respectively, and interest expense on the mortgage-backed/asset-backed notes of $62,002 and $62,986 for the six months ended June 30, 2004 and 2003, respectively.

19


Note 13—Commitments and Contingencies

        A controversy exists with regard to federal income taxes allegedly owed by the Company for fiscal years 1980 through 1994. In connection with the bankruptcy proceedings, the Internal Revenue Service (the "IRS") filed a proof of claim in the Bankruptcy Court (the "Proof of Claim") for a substantial amount of taxes, interest and penalties with respect to fiscal years ended August 31, 1980 and August 31, 1983 through May 31, 1994. The Company filed an adversary proceeding in the Bankruptcy Court disputing the Proof of Claim (the "Adversary Proceeding") and the various issues have been and are being litigated in the Bankruptcy Court.

        The amounts initially asserted by the Proof of Claim do not reflect the subsequent resolution of various issues through settlements or concessions by the parties. After adjustment for these items, the Company estimates that the amount of tax presently claimed by the IRS is approximately $34 million for issues currently in dispute in the Adversary Proceeding. This amount is subject to interest and penalties. Of the $34 million in claimed tax, $21 million represents issues in which the IRS is not challenging the deductibility of the particular expense but only whether such expense is deductible in a particular year. Substantially all of the issues in the Proof of Claim, which have not been settled or conceded, have been litigated before the Bankruptcy Court and are subject to appeal but only at the conclusion of the entire Adversary Proceeding.

        The Company believes that those portions of the Proof of Claim which remain in dispute or are subject to appeals substantially overstate the amount of taxes allegedly owing. However, because of the complexity of the issues presented and the uncertainties associated with litigation, the Company is unable to predict the ultimate outcome of the Adversary Proceeding.

        The Company believes that its tax filing positions have substantial merit and intends to defend vigorously any tax claims asserted. The Company believes that it has sufficient accruals to address any claims, including interest and penalties.

Miscellaneous Litigation

        In 2003, the Company increased its accruals for outstanding litigation by approximately $6.5 million, principally related to the settlement of a class action employment matter at U.S. Pipe. The settlement was finalized in May 2004.

        The Company and its subsidiaries are parties to a number of other lawsuits arising in the ordinary course of their businesses. The Company provides for costs relating to these matters when a loss is probable and the amount is reasonably estimable. The effect of the outcome of these matters on the Company's future results of operations cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, the Company believes that the final outcome of such other litigation will not have a material adverse effect on its consolidated financial position.

Note 14—Subsequent Events

        On July 15, 2004, Mid-State Capital Corporation, a wholly-owned subsidiary of the Company, completed its 2004-1 Trust offering of $294 million in asset-backed notes. These notes are secured by

20



instalment sale contracts, promissory notes and mortgages originated by Jim Walter Homes, Inc. and its affiliated homebuilding companies and mortgage loans, promissory notes and mortgages originated and/or purchased by Walter Mortgage Company. The notes were issued in four separate classes with a single maturity date of August 2037 and with a weighted average, fixed interest coupon of 6.64%. The net proceeds of approximately $244 million were used to repay borrowings of $205.8 million under the Company's Mid-State Trust IX Variable Funding Loan Facility, and provided approximately $38 million for general corporate purposes. Mid-State Capital Corporation also incurred debt issuance costs of approximately $1.8 million that will be amortized to interest expense based on the paydown of the related notes.

        On July 30, 2004, the Board of Directors declared a $0.03 per share dividend, payable on September 13, 2004, to shareholders of record on August 13, 2004.

Note 15—New Accounting Pronouncements

        In June 2004, the EITF reached a preliminary determination of EITF 04-8 Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earning per Share, which states that the rules relating to contingently convertible securities should be changed and that the "if converted" method should be used in relation to such securities in calculating diluted earnings per share. In the event that the FASB adopts this rule change, the Company's diluted earnings per share would be required to be recalculated and restated by including 9.8 million additional shares as potentially dilutive. If restatement is required for the three months ended June 30, 2004, the Company's diluted earnings per share would be $0.19.

        In May 2004, the FASB issued FASB Staff Position ("FSP") FAS 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2004. See Note 9 for discussion of the potential impact of this pronouncement.

21



MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS,
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
AND QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        This discussion should be read in conjunction with the consolidated financial statements and notes thereto of Walter Industries, Inc. and its subsidiaries, particularly Notes 2 and 12 of "Notes to Consolidated Financial Statements for the three and six months ended June 30, 2004" which describe the Company's discontinued operations recorded in 2003, as well as net sales and revenues and operating income by operating segment.


RESULTS OF OPERATIONS

Summary Operating Results of Continuing Operations for the Three Months ended June 30, 2004 and 2003

 
  For the three months ended June 30, 2004
 
 
  Homebuilding
  Financing
  Industrial
Products

  Natural
Resources

  Other
  Cons Elims
  Total
 
 
  ($ in thousands)

 
Net sales   $ 61,520   $ 4,988   $ 145,806   $ 88,721   $ 26,106   $ (4,778 ) $ 322,363  
Interest income on instalment notes         56,407                     56,407  
Miscellaneous income     23     1,403     (799 )   448     1,154     (1,131 )   1,098  
   
 
 
 
 
 
 
 
  Net sales and revenues     61,543     62,798     145,007     89,169     27,260     (5,909 )   379,868  

Cost of sales

 

 

47,921

 

 

3,120

 

 

127,957

 

 

62,803

 

 

21,375

 

 

(4,778

)

 

258,398

 
Interest expense (1)         30,276                     30,276  
   
 
 
 
 
 
 
 
Gross profit/net interest income     13,622     29,402     17,050     26,366     5,885     (1,131 )   91,194  
Depreciation     1,213     354     6,890     5,570     1,222         15,249  
Selling, general & administrative     19,244     8,199     9,352     4,062     9,257         50,114  
Provision for losses on instalment notes         2,902                     2,902  
Postretirement benefits     (123 )   (54 )   (418 )   1,481     (293 )       593  
Amortization of other intangibles         1,352                     1,352  
Restructuring & impairment charges (recoveries)             (175 )   534             359  
   
 
 
 
 
 
 
 
  Operating income (loss)   $ (6,712 ) $ 16,649   $ 1,401   $ 14,719   $ (4,301 ) $ (1,131 )   20,625  
   
 
 
 
 
 
       
Corporate debt interest expense                                         (6,206 )
                                       
 
Income from continuing operations before income taxes                                       $ 14,419  
                                       
 

(1)
Excludes corporate debt interest expense.

22


 
  For the three months ended June 30, 2003
 
 
  Homebuilding
  Financing
  Industrial
Products

  Natural
Resources

  Other
  Cons Elims
  Total
 
 
  ($ in thousands)

 
Net sales   $ 74,569   $ 3,273   $ 127,970   $ 70,464   $ 22,344   $ (4,389 ) $ 294,231  
Interest income on instalment notes         55,552                     55,552  
Miscellaneous income     400     1,080     134     (1,201 )   5,017     (678 )   4,752  
   
 
 
 
 
 
 
 
  Net sales and revenues     74,969     59,905     128,104     69,263     27,361     (5,067 )   354,535  

Cost of sales

 

 

54,643

 

 

3,087

 

 

112,584

 

 

58,962

 

 

22,051

 

 

(4,021

)

 

247,306

 
Interest expense (1)         31,530                     31,530  
   
 
 
 
 
 
 
 
Gross profit/net interest income     20,326     25,288     15,520     10,301     5,310     (1,046 )   75,699  
Depreciation     1,227     204     6,516     4,238     1,203         13,388  
Selling, general & administrative (2)     16,708     6,173     9,468     2,874     8,642     (368 )   43,497  
Provision for losses on instalment notes         3,306                     3,306  
Postretirement benefits     (46 )   (12 )   (454 )   2,885     (307 )       2,066  
Amortization of other intangibles         1,624                     1,624  
Litigation expense             6,500                 6,500  
Restructuring & impairment charges             5,887                 5,887  
   
 
 
 
 
 
 
 
  Operating income (loss)   $ 2,437   $ 13,993   $ (12,397 ) $ 304   $ (4,228 ) $ (678 )   (569 )
   
 
 
 
 
 
       
Corporate debt interest expense                                         (4,235 )
                                       
 
Loss from continuing operations before income taxes                                       $ (4,804 )
                                       
 

(1)
Excludes corporate debt interest expense.

(2)
Effective January 1, 2004, the Company revised its methodology of allocating certain corporate overhead expenses to all segments. Operating income for each segment now includes on allocation of corporate overhead expenses that are directly attributable to each segment's operations. Prior year amounts have been reclassified to conform to the current year presentation.

Overview for Three Months Ended June 30, 2004

        The Company's net income for the quarter ended June 30, 2004 was $8.3 million, or $0.21 per diluted share, which compares to a net loss of $27.1 million, or $0.61 per diluted share in the year ago period. The net loss in the year ago period includes a loss from discontinued operations of $44.1 million, or $0.99 per diluted share. Income from continuing operations for the year ago period was $17.0 million, or $0.38 per diluted share, which included income of $21.4 million due to favorable resolution of an IRS tax matter related to tax returns in fiscal years 1995 and 1996, partially offset by $8.1 million in after-tax expenses in the Industrial Products segment related to settled litigation matters and ceasing manufacturing operations at U.S. Pipe's castings plant in Anniston, Alabama. Income from continuing operations in the current period principally reflects strong performance for the quarter in the Financing and Natural Resources segments, while the Industrial Products segment returned to profitability compared to the previous year's quarter. A decrease in the provision for losses, improved delinquency performance, lower interest expense and higher prepayment income led to better performance at Financing. Profitability at Natural Resources increased significantly over the prior year period due to favorable spot coal and natural gas pricing and increased coal produced and sold. At

23



U.S. Pipe, higher scrap iron costs, which increased 58% over the prior year period, continue to impact profitability. The quarterly results also include losses that were anticipated in the Homebuilding segment caused by increased lumber costs and lower orders in the fourth quarter of 2003 resulting in fewer unit completions during the current quarter. Principal factors impacting income from continuing operations in the current period results compared to the year ago period include:

        Other developments, trends and factors that may impact future results include:

        Net sales and revenues for the three months ended June 30, 2004 were $379.9 million, a 7.2% increase from $354.5 million for the quarter ended June 30, 2003. Sales increases in the current period were primarily attributable to favorable ductile iron pipe and coal selling prices, increased coal

24



shipments and increased prepayment speeds on instalment notes, partially offset by lower volumes in the Homebuilding segment.

        Cost of sales, exclusive of depreciation, of $258.4 million was 80.2% of net sales in the 2004 period versus $247.3 million and 84.1% of net sales in the comparable period of 2003. The increase of $11.1 million and increase in gross margin percentage is primarily due to increased coal and natural gas selling prices, lower production costs in the Natural Resources segment and higher ductile iron sales prices partially offset by higher costs for scrap metal and natural gas in the Industrial Products segment and higher lumber costs in the Homebuilding segment.

        Depreciation for the three months ended June 30, 2004 was $15.2 million, an increase of $1.9 million from the same period in 2003 primarily due to higher depreciation expense at Natural Resources as a result of the purchase of new longwall equipment.

        Selling, general and administrative expenses of $50.1 million were 13.2% of net sales and revenues in the 2004 period, compared to $43.5 million and 12.3% in 2003. The increase of approximately $2.5 million in the Homebuilding segment related primarily to increases in workers' compensation and consulting costs. The increase of $2.0 million in the Financing segment was primarily due to increased professional fees. The Natural Resources segment increase of $1.2 million was due to higher professional expenses related to the Mine No. 5 accident. The remainder of the increase is primarily attributable to higher company-wide insurance costs.

        Provision for losses on instalment notes decreased to $2.9 million in the 2004 period, compared to $3.3 million in 2003 due to improved delinquency rates and recoveries on resales of repossessed homes.

        Postretirement benefits expense was $0.6 million in the 2004 period, compared to $2.1 million in 2003 due to the reduction of other post-employment benefit liabilities at Natural Resources related to UMWA retiree life insurance benefits.

        Interest expense for mortgage-backed and asset-backed notes decreased to $30.3 million in the 2004 period, compared to $31.5 million for the same period in 2003 due to (a) an increase in prepayment speeds and (b) fewer home completions requiring debt financing, resulting in a decrease in the mortgage-backed and asset-backed notes portfolio.

        Interest expense on corporate debt increased $2.0 million to $6.2 million in the 2004 period due to the write-off of unamortized term loan debt issuance costs of $1.2 million and debt discount costs of $1.3 million resulting from the early retirement of the term loan partially offset by reduced interest expense because of reduced levels of borrowings.

        Litigation expense in the 2003 period relates to an increase in Industrial Products segment litigation accrual of approximately $6.5 million, related to a settled litigation matter at U.S. Pipe.

        Restructuring and impairment charges for the 2003 period consist solely of expenses related to ceasing manufacturing operations at U.S. Pipe's castings plant in Anniston, Alabama.

        The Company's effective tax rate for the three months ended June 30, 2004 and 2003 differed from the federal statutory rate primarily due to the utilization of federal depletion tax credits related to the Company's mining operations and the effect of state income taxes. Additionally, the Company established a $1.8 million valuation allowance for Homebuilding segment state deferred tax assets, which was expensed during the quarter ended June 30, 2004. The prior year tax rate differed from the statutory tax rate due to a reduction of income tax accruals as a result of the favorable settlement of a dispute with the IRS. In connection with the settlement, the Company recorded reductions of $2.5 million and $18.9 million to interest expense and income taxes, respectively, in the statement of operations.

25



        Income from continuing operations and net income for the three months ended June 30, 2004 was $8.3 million or $0.21 per diluted share, compared to income from continuing operations of $17.0 million, or $0.38 per diluted share, and net loss of $27.1 million, or $0.61 per diluted share, in the comparable 2003 period. The prior year period included a loss from discontinued operations for AIMCOR and JW Aluminum of $44.1 million, or $0.99 per diluted share. The current and prior period results also include the impact of the factors discussed in the following segment analysis.

Segment Analysis:

Homebuilding

        Net sales and revenues were $61.5 million for the three months ended June 30, 2004, a decrease of $13.5 million from the quarter ended June 30, 2003 as a result of fewer unit completions, partially offset by a higher average selling price. The higher selling price reflects the Company's ongoing strategy to market and sell larger homes with more amenities. Unit completions decreased by 267, or 23.3%, compared to the year earlier period. The modular business completed 144 homes in the current quarter, 25 less than the year-ago period. Excluding the modular business, 734 units were completed in the current period, compared to 976 in the year-ago period. Fewer units were completed in the current period due to fewer sales orders in the last half of 2003 due to a reduced fourth quarter 2003 sales advertising campaign and promotional initiatives.

 
  Three months ended
June 30,

 
  2004
  2003
Homes Completed     878     1,145
Average Net Selling Price   $ 70,063   $ 65,125

        The estimated backlog at June 30, 2004 of homes to be constructed was $134.0 million, or 1,912 homes, compared to $140.0 million, or 2,060 homes, at December 31, 2003 and $136.6 million, or 2,098 homes, at June 30, 2003.

        The operating loss was $6.7 million for the three months ended June 30, 2004 compared to operating income of $2.4 million in the year-ago period. This decrease was primarily due to fewer unit completions ($4.6 million), reduced margins due to higher lumber costs ($1.4 million) and other job costs ($1.1 million), plus increases in workers compensation, consulting and payroll ($2.0 million). The Homebuilding segment has recently announced three price increases in response to rising lumber costs. The first of these increases was effective October 1, 2003 and increased prices 3% and the second, effective March 13, 2004, increased prices 5%. A third price increase of 3% was announced during May 2004. In the event lumber costs continue to increase during the remainder of 2004, the Company anticipates making additional price increases.

        During 2004, the Company launched the following initiatives to focus on increasing home sales and improving margins:

26


        While these initiatives are designed to increase productivity and profitability, the Homebuilding segment is not expected to return to full year profitability until 2005.

Financing

        Net sales and revenues were $62.8 million in the 2004 period, an increase of $2.9 million from $59.9 million for year-ago period. This was the result of higher outstanding average note balances, higher prepayment-related income and increased insurance revenues. Operating income increased by $2.7 million, to $16.6 million in the 2004 period largely due to lower delinquency rates, reduced interest expense, and higher prepayment income. Foreclosure activity within the instalment note portfolio has also declined substantially primarily due to improved delinquency rates and better management of defaulted accounts. These positives were partially offset by an increase in insurance on repossessed homes inventory and computer system related consulting fees. Prepayment speeds were 11.0% in the 2004 period, up 1.82% from the fourth quarter of 2003, reflecting industry-wide decreases in available mortgage rates during the period. Prepayment speeds were 8.5% in the prior year period. Delinquencies (the percentage of amounts outstanding over 30 days past due) were 5.2% at June 30, 2004, down from 6.6% at June 30, 2003 and from 6.3% at December 31, 2003, reflecting strong portfolio performance.

Industrial Products

        Net sales and revenues were $145.0 million for the three months ended June 30, 2004 compared to $128.1 million in the year-earlier period. This increase was due to significantly improved ductile iron pipe selling prices, which increased 25.1%, compared to the prior year period. Selling prices were lower in the prior year as a result of an industry price war that began in the second quarter of 2002. Industrial Products has had five price increases since June 2003 in response to higher scrap and other manufacturing costs including increased costs for natural gas and foundry coke. The third price increase took effect January 1, 2004, the fourth took effect March 15, 2004 and the fifth took effect August 1, 2004. The increase in revenue from increased selling prices was partially offset by a decrease in revenues of $5.9 million attributable to Southern Precision and Vestal Manufacturing, which were previously sold and did not qualify for discontinued operations accounting treatment.

        The estimated order backlog consisting of pressure pipe, valves and hydrants, fittings and castings at June 30, 2004 was approximately $98.4 million compared to $86.0 million at December 31, 2003 and $76.9 million at June 30, 2003.

        Operating income for the segment was $1.4 million versus a $12.4 million loss in the prior year period. The $13.8 million improvement was primarily attributable to higher sales prices ($24.7 million) partially offset by higher costs for scrap metal and other raw materials ($14.1 million), slightly lower volumes ($0.6 million), other manufacturing costs ($6.5 million), backcharges, legal, workers compensation and compensation costs ($0.9 million) and the loss on the sale of the assets of Vestal Manufacturing Company ($1.2 million). Prior period results included expenses related to settling litigation matters and to ceasing operations at U.S. Pipe's casting plant in Anniston, Alabama ($12.4 million).

27



Natural Resources

        Net sales and revenues were $89.2 million for the three months ended June 30, 2004, an increase of $19.9 million from the $69.3 million in the prior year period. The increase was primarily driven by favorable spot coal and gas pricing and increased coal production, partially offset by decreased natural gas volumes. Additionally, the Company recorded $1.6 million of hedge losses in the prior year.

 
  Three months ended
June 30,

 
  2004
  2003
Average Natural Gas Selling Price (per MCF)   $ 5.77   $ 4.49
Billion Cubic Feet of Natural Gas Sold     2.0     2.2
Number of Natural Gas Wells     384     386
Average Coal Selling Price (per Ton)   $ 41.47   $ 35.58
Tons of Coal Sold     1.9 million     1.7 million

        For the three months ended June 30, 2004, Natural Resources' operating income was $14.7 million, compared to operating income of $0.3 million in the prior year period. The increase was due to favorable pricing from metallurgical coal and natural gas sales, plus higher coal production. In addition, prior year costs were higher due to the impact of adverse geological conditions in Mine No. 7, which resulted in 11 days of lost longwall production. In addition, in the prior year period, a scheduled longwall move in Mine No. 5 took longer than expected, resulting in 18 additional lost days of production in the quarter. Also increasing operating income in the second quarter of 2004 was a $1.6 million reduction of the other post-employment benefits liability; the prior year results included $1.6 million of hedge losses.

Other

        Net sales and revenues were $27.3 million for the three months ended June 30, 2004, a decrease of $0.1 million from $27.4 million in the prior year period. Land sales were $3.0 million lower than the previous period. Sloss revenues and operating income increased $3.9 million in the current period primarily due to higher prices for furnace and foundry coke.

        Net general corporate expenses principally included in selling, general and administrative expense were $6.8 million for the three months ended June 30, 2004 compared to $5.1 million for the three months ended June 30, 2003. In 2004, corporate expenses were higher primarily due to medical costs ($0.8 million) and stock based compensation expense ($0.4 million).

28



RESULTS OF OPERATIONS

Summary Operating Results of Continuing Operations for the Six Months ended June 30, 2004 and 2003

 
  For the six months ended June 30, 2004
 
 
  Homebuilding
  Financing
  Industrial
Products

  Natural
Resources

  Other
  Cons Elims
  Total
 
 
  ($ in thousands)

 
Net sales   $ 125,580   $ 9,286   $ 259,596   $ 151,755   $ 50,995   $ (9,166 ) $ 588,046  
Interest income on instalment notes         111,673                     111,673  
Miscellaneous income     80     2,819     (512 )   2,068     3,087     (1,357 )   6,185  
   
 
 
 
 
 
 
 
  Net sales and revenues     125,660     123,778     259,084     153,823     54,082     (10,523 )   705,904  

Cost of sales

 

 

99,924

 

 

6,283

 

 

227,013

 

 

118,147

 

 

42,113

 

 

(9,090

)

 

484,390

 
Interest expense (1)         62,002                     62,002  
   
 
 
 
 
 
 
 
Gross profit/net interest income     25,736     55,493     32,071     35,676     11,969     (1,433 )   159,512  
Depreciation     2,458     692     13,743     11,164     2,444         30,501  
Selling, general & administrative     39,045     16,534     19,218     6,820     18,337     (80 )   99,874  
Provision for losses on instalment notes         5,032                     5,032  
Postretirement benefits     (246 )   (98 )   (862 )   4,893     (582 )       3,105  
Amortization of other intangibles         2,837                     2,837  
Restructuring & impairment charges             121     393             514  
   
 
 
 
 
 
 
 
  Operating income (loss)   $ (15,521 ) $ 30,496   $ (149 ) $ 12,406   $ (8,230 ) $ (1,353 )   17,649  
   
 
 
 
 
 
       
Corporate debt interest expense                                         (10,151 )
                                       
 
Loss from continuing operations before income taxes                                       $ 7,498  
                                       
 

(1)
Excludes corporate debt interest expense.

29


 
  For the six months ended June 30, 2003
 
 
  Homebuilding
  Financing
  Industrial
Products

  Natural
Resources

  Other
  Cons Elims
  Total
 
 
  ($ in thousands)

 
Net sales   $ 139,069   $ 6,485   $ 223,495   $ 139,069   $ 45,731   $ (9,294 ) $ 544,555  
Interest income on instalment notes         110,092                     110,092  
Miscellaneous income     430     2,557     453     (3,130 )   8,110     (1,357 )   7,063  
   
 
 
 
 
 
 
 
  Net sales and revenues     139,499     119,134     223,948     135,939     53,841     (10,651 )   661,710  

Cost of sales

 

 

101,459

 

 

4,450

 

 

194,237

 

 

114,491

 

 

44,315

 

 

(8,481

)

 

450,471

 
Interest expense(1)         62,986                     62,986  
   
 
 
 
 
 
 
 
Gross profit/net interest income     38,040     51,698     29,711     21,448     9,526     (2,170 )   148,253  
Depreciation     2,208     403     13,334     8,476     2,715         27,136  
Selling, general & administrative(2)     31,523     12,834     21,235     5,571     13,572     (813 )   83,922  
Provision for losses on instalment notes         6,336                     6,336  
Postretirement benefits     (91 )   (25 )   (923 )   5,770     (399 )       4,332  
Amortization of other intangibles         3,098                     3,098  
Litigation expense             6,500                 6,500  
Restructuring & impairment charges             5,887                 5,887  
   
 
 
 
 
 
 
 
  Operating income (loss)   $ 4,400   $ 29,052   $ (16,322 ) $ 1,631   $ (6,362 ) $ (1,357 )   11,042  
   
 
 
 
 
 
       
Corporate debt interest expense                                         (7,767 )
                                       
 
Income from continuing operations before income taxes                                       $ 3,275  
                                       
 

(1)
Excludes corporate debt interest expense.

(2)
Effective January 1, 2004, the Company revised its methodology of allocating certain corporate overhead expenses to all segments. Operating income for each segment now includes on allocation of corporate overhead expenses that are directly attributable to each segment's operations. Prior year amounts have been reclassified to conform to the current year presentation.

Overview Six Months Ended June 30, 2004

        The Company's net income for the six months ended June 30, 2004 was $3.7 million, or $0.09 per diluted share, which compares to a net loss of $15.5 million, or $0.35 per diluted share in the prior year peiod. Net income in the year ago period includes a loss from discontinued operations of $38.5 million, or $0.87 per diluted share. Income from continuing operations for the year ago period was $22.6 million, or $0.51 per diluted share, which included income of $21.4 million due to favorable resolution of an IRS tax matter related to tax returns in fiscal years 1995 and 1996 partially offset by $8.1 million in after-tax expense in the Industrial Products segment related to settled litigation matters and ceasing manufacturing operations at U.S. Pipe's castings plant in Anniston, Alabama. A decrease in the provision for losses, improved delinquency performance, lower interest expense and higher prepayment income led to better performance at Financing. Profitability at Natural Resources increased significantly over the prior year period primarily driven by favorable spot coal and natural gas pricing and increased coal production. The improvement in Industrial Products over the prior year (after

30



excluding the prior year charges of $8.1 million in after-tax expenses related to settled litigation matters and ceasing manufacturing operations at the U.S. Pipe castings plant in Anniston, Alabama) is due to improved ductile iron pipe selling prices which were partially offset by higher scrap iron costs. The quarterly results also include losses that were anticipated in the Homebuilding segment caused by lower orders in the fourth quarter of 2003 resulting in fewer unit completions during the period and increased lumber costs. Principal factors impacting income from continuing operations in the current year-to-date results compared to the year ago period include:

        Net sales and revenues for the six months ended June 30, 2004 were $705.9 million, a 6.7% increase from $661.7 million for the six months ended June 30, 2003, primarily attributable to favorable ductile iron pipe and coal selling prices and increased prepayment speeds on instalment notes, partially offset by lower volumes in the Homebuilding segment.

        Cost of sales, exclusive of depreciation of $484.4 million, was 82.4% of net sales in the 2004 period versus $450.5 million and 82.7% of net sales in the comparable period of 2003. While cost of sales increased $33.9 million, the gross margin percentage is consistent with the prior year period as increases in sales prices in Natural Resources and Industrial Products was offset by higher scrap iron, furnace coke and natural gas costs in the Industrial Products segment and higher lumber costs in the Homebuilding segment.

        Depreciation for the six months ended June 30, 2004 was $30.5 million, an increase of $3.4 million from the same period in 2003 primarily due to higher depreciation expense at Natural Resources as a result of the purchase of new longwall equipment.

        Selling, general and administrative expenses of $99.9 million were 14.1% of net sales and revenues in the 2004 period, compared to $83.9 million and 12.7% in 2003. The increase of approximately $7.5 million in the Homebuilding segment related primarily to increases in advertising, workers' compensation, insurance, severance, consulting, payroll and depreciation. The increase of $3.7 million in the Financing segment was primarily due to increased accruals associated with repossessed homes inventory, increased computer system related consulting fees and higher Company-wide insurance

31



expenses and to increased employee costs. Corporate expenses were higher in the current period compared to the prior year period due to higher incentive compensation expense of approximately $1.0 million, higher medical expenses of $1.6 million related to a Company-wide increases and higher internal and external audit fees related to Sarbanes-Oxley compliance and consulting costs associated with evaluating divestitures of non-core businesses of approximately $0.7 million.

        Provision for losses on instalment notes decreased to $5.0 million in the 2004 period, compared to $6.3 million in 2003 due to improved recoveries on resales of repossessed homes.

        Postretirement benefits expense was $3.1 million in the 2004 period, compared to $4.3 million in 2003 due to the reduction of other post-employment benefits liabilities at Natural Resources related to retiree life insurance benefits.

        Interest expense for mortgage-backed and asset-backed notes decreased to $62.0 million in the 2004 period, compared to $63.0 million for the same period in 2003 due to (a) an increase in prepayment speeds and (b) fewer homebuilding completions requiring debt financing, resulting in a decrease in the mortgage-backed and asset-backed notes portfolio.

        Interest expense on corporate debt increased $2.4 million to $10.2 million in the 2004 period due to the write-off of the term loan debt issuance costs of $1.2 million and debt discount on the term loan of $1.3 million partially offset by a higher debt balance in 2003.

        Litigation expense in the 2003 period relates to an increase in Industrial Products segment litigation accrual of approximately $6.5 million related to a settled litigation matter at U.S. Pipe.

        The Company's effective tax rate for the six months ended June 30, 2004 and 2003 differed from the federal statutory rate primarily due to the utilization of federal depletion tax credits related to the Company's mining operations and the effect of state income taxes. Additionally, the Company established a $1.8 million valuation allowance for certain Homebuilding segment state deferred tax assets, which was expensed during the quarter ended June 30, 2004. The prior year period tax rate also differed from the statutory tax rate due to a reduction of income tax accruals as a result of the favorable settlement of a dispute with the IRS. In connection with the settlement, the Company recorded reductions of $2.5 million and $18.9 million to interest expense and income taxes, respectively in the statement of operations.

        Income from continuing operations and net income for the six months ended June 30, 2004 was $3.7 million or $0.09 per diluted share, compared to income from continuing operations of $22.6 million, or $0.51 per diluted share, and net loss of $15.5 million, or $0.35 per diluted share, in the comparable 2003 period. The prior year period included a loss from discontinued operations for AIMCOR and JW Aluminum of $38.5 million, or $0.87 per diluted share. The current and prior period results also include the impact of the factors discussed in the following segment analysis.

Segment Analysis:

Homebuilding

        Net sales and revenues were $125.7 million for the six months ended June 30, 2004, a decrease of $13.8 million from the six months ended June 30, 2003 as a result of fewer unit completions, partially offset by a higher average selling price. The higher selling price reflects the Company's ongoing strategy to market and sell larger homes with more amenities. Total unit completions decreased by 333, or 15.7%, compared to the year earlier period due to fewer sales orders in the last half of 2003 due to a reduced fourth quarter 2003 advertising campaign and promotional incentives.    Excluding the modular business, 1,497 units were completed in the current period, compared to 1,851 in the year-ago

32



period. The modular business completed 294 homes in the current period, 21 more than the year-ago period due primarily to more favorable weather conditions in the current period.

 
  Six months ended
June 30,

 
  2004
  2003
Homes Completed     1,791     2,124
Average Net Selling Price   $ 70,090   $ 65,475

        The operating loss was $15.5 million for the six months ended June 30, 2004 compared to operating income of $4.4 million in the year-ago period. This decrease was primarily due to fewer unit completions ($6.9 million), reduced margins due to higher lumber costs ($3.4 million) and other job costs ($3.7 million), plus increases in payroll costs of ($3.0 million) related to salary market adjustments, severance and a change in the commission structure. Additionally, other costs primarily related to workers compensation, insurance and consulting expenses increased $2.9 million in 2004 compared to the prior year period. The Homebuilding segment has recently announced three price increases in response to rising lumber costs. The first of these increases was effective October 1, 2003 and increased prices 3% and the second, effective March 13, 2004, increased prices 5%. A third price increase of 3% was announced during May 2004. In the event lumber costs continue to increase during the remainder of 2004, the Company plans additional price increases.

Financing

        Net sales and revenues were $123.8 million in the 2004 period, an increase of $4.7 million from $119.1 million for year-ago period. This was the result of higher outstanding note balances and higher prepayment-related income. Operating income increased by $1.4 million, to $30.5 million in the 2004 period due to a decline in provision for losses on instalment notes and higher prepayment income (prepayment speeds were 9.7% in the 2004 period compared to 8.1% in 2003) and, partially offset by increased accruals associated with repossessed homes inventory and computer system related consulting fees.

Industrial Products

        Net sales and revenues were $259.1 million for the six months ended June 30, 2004 compared to $223.9 million in the year-earlier period. This increase was due to higher sales prices and increased sales volumes primarily for ductile iron pipe, which had a 22.0% increase in selling price and a 2.0% increase in sales volume. Prices were lower in the prior year period as a result of an industry price war that began in the second quarter of 2002. Industrial Products has had five price increases since June 2003 in response to higher scrap and other manufacturing costs. The third price increase took effect January 1, 2004, the fourth took effect March 15, 2004 and the fifth took effect August 1, 2004. The increase in revenue from increased selling prices was partially offset by a decrease in revenues attributable to Southern Precision and Vestal Manufacturing, which were previously sold and did not qualify for discontinued operations accounting treatment.

        The operating loss for the segment was $0.1 million, compared to a $16.3 million loss in the prior year period. The $16.2 million profit improvement was primarily attributable to higher sales prices ($38.5 million), slightly higher volumes ($1.1 million), partially offset by higher costs for scrap metal and other materials ($25.8 million), higher manufacturing costs ($7.0 million), and higher costs related to workers compensation, medical, compensation and backcharges ($3.3 million). The current period also includes a loss resulting from the $6.0 million sale of Vestal Manufacturing ($1.2 million).

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The remainder of the improvement is due to certain costs incurred only in the 2003 period, as detailed below:

Natural Resources

        Net sales and revenues were $153.8 million for the six months ended June 30, 2004, an increase of $17.9 million from the $135.9 million in the prior year period. The increase was primarily due to higher coal and natural gas sales prices and increased coal production partially offset by decreased natural gas volumes. Additionally, the Company recorded $1.2 million of natural gas hedge gains in 2004, compared to $4.2 million of natural gas hedge losses in the prior year period.

 
  Six months ended
June 30,

 
  2004
  2003
Average Natural Gas Selling Price (per MCF)   $ 5.96   $ 4.87
Billion Cubic Feet of Natural Gas Sold     4.1     4.5
Number of Natural Gas Wells     384     386
Average Coal Selling Price (per Ton)   $ 38.78   $ 35.54
Tons of Coal Sold     3.3 million     3.2 million

        For the six months ended June 30, 2004, Natural Resources' operating income was $12.4 million, compared to operating income of $1.6 million in the prior year period. The increase was due to higher coal and natural gas sales prices and higher coal volumes, partially offset by lower gas volumes. Prior year operating income included the impact of adverse geological conditions in Mine No. 7, which resulted in 27 days of lost longwall production. Additionally, a scheduled longwall move in Mine No. 5 took longer than expected, resulting in 18 additional lost days of production in 2003. Also, the Company recorded a $1.6 million reduction of other post-employment benefits liability in 2004 and recorded $1.2 million of hedge gains in 2004 compared to $4.2 million of hedge losses in the prior year.

Other

        Net sales and revenues were $54.1 million for the six months ended June 30, 2004, an increase of $0.3 million from the $53.8 million in the prior year period. Sloss revenues were $4.5 million higher compared to the prior year period, which were partially offset by land sales that were $2.8 million lower than the previous period. Sloss revenues increased in the current period due to increased sales volumes and prices of furnace coke. Sloss operating income was $7.1 million higher than the previous year period due to higher furnace coke volumes and increased pricing.

        Net general corporate expenses principally included in selling, general and administrative expense were $12.7 million for the six months ended June 30, 2004 compared to $6.6 million for the six months ended June 30, 2003. Prior period expenses were lower as a result of a bonus adjustment in the prior year period of approximately $1.0 million and the allocation of approximately $1.7 million in legal expenses from corporate expenses to the Industrial Products segment. In 2004, corporate expenses were higher due to increased medical expenses of $1.6 million, higher professional service fees of $0.7 million related to internal and external audit fees and consulting costs associated with evaluating

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divestitures of non-core businesses, and $1.1 million primarily related to increased legal, pension and restricted stock expenses.


FINANCIAL CONDITION

        Cash decreased from $60.0 million at December 31, 2003 to $15.7 million at June 30, 2004 primarily due to $63.0 million in share repurchases which was partially offset by $23.2 million of cash received through the issuance of debt, net of payments. See additional discussion in the Statement of Cash Flows section that follows.

        Instalment notes receivable as shown on the balance sheet include instalment notes generated principally from the financing of homes constructed by the Homebuilding segment and mortgage loans originated or purchased by the Financing segment. Instalment notes were $1,673.0 million at June 30, 2004, a decrease of $22.0 million from December 31, 2003 as a result of reduced volume of notes acquired and an increase in prepayment of outstanding balances. Mortgage loans were $90.0 million at June 30, 2004, an increase of $14.5 million from the prior year period resulting from increased acquisitions of seasoned loans.

        The allowance for losses on instalment notes receivable was $12.7 million at June 30, 2004 and December 31, 2003. Delinquencies (the percentage of amounts outstanding over 30 days past due), were 5.2% at June 30, 2004, 6.6% at June 30, 2003 and 6.3% at December 31, 2003. Activity in the allowance for losses on instalment notes is summarized as follows (in thousands):

 
  For the six months
ended June 30,

 
 
  2004
  2003
 
Balance at beginning of period   $ 12,675   $ 11,274  
Provisions charged to income     5,032     6,336  
Charge-offs, net of recoveries     (5,022 )   (6,407 )
   
 
 
Balance at end of period   $ 12,685   $ 11,203  
   
 
 

        Receivables, net, consisting principally of trade receivables, were $178.0 million at June 30, 2004, an increase of $22.5 million from December 31, 2003. The increase in receivables were primarily due to higher average selling prices in the Industrial Products and Natural Resources segments and seasonal sales increases in Industrial Products.

        Income taxes receivable of $14.8 million at June 30, 2004 decreased $2.5 million compared to December 31, 2003 primarily as a result of a tax refund received during the first quarter of 2004.

        Prepaid expenses were $9.2 million at June 30, 2004, an increase of $2.7 million from December 31, 2003, due to the timing of Company-wide property insurance payments, which are amortized over the coverage period.

        Property, plant and equipment was $337.2 million at June 30, 2004, a decrease of $15.3 million reflecting deprecation expense ($30.5 million), the sale of Vestal Manufacturing ($3.2 million), partially offset by additions ($18.4 million).

        Unamortized debt expense was $37.8 million at June 30, 2004, an increase from $35.8 million at December 31, 2004, reflecting the increase related to costs associated with issuing convertible debt during the second quarter of 2004, partially offset by unamortized debt costs expensed due to the early prepayment of bank term debt.

        Other long-term assets were $40.0 million at June 30, 2004, an increase from $35.5 million at December 31, 2003, reflecting pension contributions of approximately $14.9 million partially offset by

35



pension expense accruals and the pension assets acquired by the buyer of Vestal Manufacturing Company.

        Mortgage-backed/asset-backed notes decreased to $1,781.0 million from $1,829.9 million at December 31, 2003 due to principal payments on the trusts partially offset by reduced levels of borrowings to finance new instalment notes originating from the sale of homes.

        Other senior debt decreased $101.5 million, primarily reflecting the payoff of the term loan through a portion of the proceeds received from the issuance of the $175 million convertible senior subordinated notes, partially offset by $12.3 million of net draw downs on the revolving credit facility.


LIQUIDITY AND CAPITAL RESOURCES

Overview

        The Company's principal sources of short-term funding are operating cash flows and borrowings under the revolving credit facility and the Trust IX Variable Funding Loan Facility. The Company's principal sources of long-term funding are the convertible senior subordinated notes and its financings under mortgage-backed/asset-backed notes.

        The Company believes that, based on current forecasts and anticipated market conditions, sufficient operating cash flow will be generated to meet substantially all operating needs, to make planned capital expenditures and to make all required interest payments on indebtedness. However, the Company's operating cash flows and liquidity are significantly influenced by the general economy and, in particular, levels of construction activity, levels of government spending on water projects, costs of raw materials, prices of gas and coal, and interest rates.

        At June 30, 2004, non-recourse mortgage-backed/asset-backed notes outstanding totaled $1.8 billion and primarily consisted of six issues of public debt providing financing for instalment notes receivable purchased by Mid-State. The debt also includes outstanding borrowings under a $400 million warehouse facility (the "Trust IX Variable Funding Loan Facility") providing temporary financing to Mid-State for its current purchases of instalment notes from JWH and purchases of loans from Walter Mortgage Company. At June 30, 2004, there was $205.8 million outstanding under this warehouse facility and $194.2 million available under the warehouse facility.

        At June 30, 2004, total debt has increased by $24.6 million compared to December 31, 2003 comprised of a decrease in mortgage debt of $48.9 million and a decrease in other senior debt of $101.5 million offset by the issuance of the $175.0 million in convertible senior subordinated notes. During this period, net borrowings of mortgage debt decreased due to principal payments on the various mortgage-backed/asset-backed notes amounting to $124.9 million offset by new loan originations from the sale of homes.

Convertible Notes and Senior Debt

        On April 20, 2004, the Company issued convertible senior subordinated notes in the aggregate principal amount of $175 million. The notes are unsecured senior subordinated obligations and are junior in right of payment to any senior debt of the Company and the Company's subsidiaries' and other liabilities, including trade payables. The notes were issued in a private placement at par and will mature on May 1, 2024, unless earlier converted, redeemed or repurchased. The notes are redeemable by the Company at par on or after May 6, 2011. The holders of the notes may require the Company to repurchase some or all of the notes at par plus accrued and unpaid interest, including contingent interest, if any, initially on May 1, 2014, and subsequently on May 1, 2019, or at any time prior to their maturity following a fundamental change, as defined in the indenture.

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        The notes bear interest at 3.75% per annum. Also, during certain periods commencing on May 1, 2011, the Company will pay contingent interest for the applicable interest period if the average trading price of the notes during the specified five trading days in the applicable interest period equals or exceeds 120% of the principal amount of the notes. The contingent interest payable per note will equal 0.40% per year of the average trading price of such note during the applicable five trading-day reference period. The notes are convertible into shares of the Company's common stock, initially at a conversion rate of 56.0303 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $17.85 per share), subject to adjustment and under certain circumstances as outlined in the indenture. Holders can surrender their notes for conversion in any fiscal quarter after the quarter ending June 30, 2004 if the last reported sale price per share of Walter Industries' common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the previous fiscal quarter is greater than or equal to 130% of the applicable conversion price per share of Walter Industries' common stock on such last trading day. Holders may also convert the notes if certain trading price conditions are met, the notes are called for redemption, upon the occurrence of certain corporate transactions or if the credit ratings are three or more subcategories below the initial credit rating.

        Other than the occurrence of certain corporate transactions, such as the sale of the Company, the agreement has no provisions that accelerate maturity of the debt. A significant downgrade of the credit rating of the debt or a suspension of the ratings by both rating agencies, would result in an acceleration of the conversion feature of the notes.

        Proceeds upon issuance of the notes were $168.9 million, net of approximately $6.1 million of underwriting fees and expenses. A portion of the proceeds was used to repay in full its Term Loan, which had a principal balance outstanding of $111.7 million. Using the remaining proceeds and borrowings under the revolving credit facility, the Company repurchased 4,960,784 shares of its common stock for approximately $63.0 million of which 3,960,784 shares were repurchased from certain affiliates of Kohlberg, Kravis, Roberts and Co ("KKR"). After the repurchase, KKR affiliates own approximately 27% of the Company's outstanding stock.

        In April 2003, the Company entered into a new $500 million bank credit facility (the "2003 Credit Facility) which consisted of a $245 million senior secured revolving credit facility that matures in April 2008 and a $255 million senior secured Term Loan originally maturing in April 2010. As stated previously, the Term Loan was paid off on April 20, 2004 from the proceeds from the issuance of convertible senior subordinated notes. The 2003 Credit Facility is secured by the stock of Walter Industries' subsidiaries and by certain assets (excluding real property) of the Company. The interest rate on the new revolving credit facility is a floating rate of 350 basis points over LIBOR and on the Term Loan was a floating rate of 425 basis points over LIBOR. LIBOR was 1.3% and 1.2% at June 30, 2004 and December 31, 2003, respectively.

        At June 30, 2004 there was $12.3 million of borrowings under the $245 million revolving credit facility. The revolving credit facility includes a sub-facility for trade and other standby letters of credit in an amount up to $100.0 million at any time outstanding. At June 30, 2004 letters of credit with a face amount of $64.1 million were outstanding. At June 30, 2004 approximately $168.6 million was available under the revolving credit facility.

        The 2003 Credit Facility, as amended, contains a number of significant covenants that, among other things, restrict the ability of the Company and certain subsidiaries to dispose of assets, incur additional indebtedness, pay dividends and repurchase stock, create liens on assets, enter into capital leases, make investments or acquisitions, engage in mergers or consolidations, or engage in certain transactions with subsidiaries and affiliates and otherwise restrict corporate activities (including change of control). In addition, under the 2003 Credit Facility, the Company and its Restricted Subsidiaries (as

37



defined in the 2003 Credit Facility) are required to maintain specified financial ratios and comply with certain other financial tests.

        Effective March 24, 2004 and April 13, 2004, the Company entered into amendments of the 2003 Credit Facility to provide the Company with flexibility in the timing of its long term financing under mortgage backed/asset-backed notes; to permit the issuance of senior convertible notes; and to increase the amount of shares that could be repurchased under the 2003 Credit Facility. These amendments modify the 2003 Credit Facility as follows: (a) the definition of Consolidated EBITDA will not include any cash expenditure made on or after July 1, 2004 in connection with post employment benefits to the extent such expenditures are not deducted in computing Consolidated Net Income; (b) for the Four-Quarter Period ending June 30, 2004 only, the Consolidated Leverage Ratio, as defined in the Agreement, cannot exceed 4.25:1.0; unless the Company completes a securitization during such period, in which case the ratio cannot exceed 3.30:1.0; (c) for the Four-Quarter Period ending June 30, 2004 only, the Consolidated Fixed Charge Coverage Ratio, as defined in the Agreement, will not be tested; unless the Company completes a securitization during such period, in which case the ratio must exceed 1.25:1.0; and (d) permits the Company to incur additional indebtedness related to the issuance of convertible senior subordinated notes and to repurchase additional shares of the Company's common stock. In May 2004, the Company's lenders waived the requirement that the Company permanently reduce the Revolver commitment with the net cash proceeds from the sale of Vestal Manufacturing.

        EBITDA, as defined in the 2003 Credit Facility, excludes the EBITDA generated by its Financing subsidiary, and substitutes instead, the cash released to the Company via its ownership of the residual beneficial interest in the Financing Trusts and the net cash proceeds from the periodic issuance of asset-backed notes. EBITDA also excludes certain non-cash restructuring charges, non-cash write-downs of goodwill and asset impairments. The Company's failure to comply with the covenants in its 2003 Credit Facility could result in an event of default, which, if not cured, amended, or waived, could result in the Company's senior secured debt becoming immediately due and payable. At June 30, 2004, the Company was in compliance with these covenants.

        As of June 30, 2004, the Company's bank 2003 Credit Facility was rated BB by Standard Poors and Ba2 by Moody's Investor Services, both with a stable outlook.

Mid-State Activity

        Trust IX is a Delaware Statutory Trust whose assets are limited to pledged instalment notes and mortgages purchased from Mid-State. The Trust IX Variable Funding Loan Facility's covenants, among other things, restrict the ability of Trust IX to dispose of assets, create liens and engage in mergers or consolidations. In addition, events of default under the Trust IX Facility include the mortgage pool exceeding average consecutive three month delinquency and default ratios of 2.5% and 5.0%, respectively. Trust IX's failure to comply with the covenants in the Trust IX Variable Funding Loan Facility could result in an event of default, which, if not cured, amended or waived, could result in the entire principal balance and accrued interest becoming immediately due and payable. A default under the Trust IX Variable Funding Loan Facility that remains uncured might result in the curtailment of the Company's production activities and negatively affect its ability to securitize its production, which would have a material adverse effect on its business, financial condition, liquidity, and results of operations. Trust IX was in compliance with these covenants at June 30, 2004. Mid-State Homes and Walter Mortgage Company are servicers under the Trust IX Variable Funding Loan Facility and make customary representations and warranties with regard to their servicing activities. A servicer default under the Trust IX Variable Funding Loan Facility, which includes the maintenance of a minimum net worth at Mid-State, which if not cured, amended or waived, could result in the servicers being terminated and replaced by a successor servicer. The replacement of Mid-State and WMC would have a negative effect on their financial condition as they no longer would receive servicing fees. The Trust

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IX Variable Funding Loan Facility matured on February 2, 2004 and was subsequently renewed to January 31, 2005.

        The Company believes that the Mid-State Trust IX Variable Funding Loan Facility will provide Mid-State with the funds needed to purchase the instalment notes and mortgages generated by the Homebuilding segment and WMC.

        In December 2003, Mid-State Capital Corporation, a wholly-owned subsidiary of Mid-State Holdings Corporation, filed a shelf registration statement on Form S-3 totaling $1.2 billion for future permanent financings of instalment notes and mortgage loans. On July 15, 2004, Mid-State Capital Corporation completed its first trust offering of mortgage-backed notes under this shelf registration for $294 million. Proceeds from the offering were used to repay the Mid-State Trust IX Variable Funding Loan Facility in full and to provide approximately $38 million for general corporate purposes. It is anticipated that Mid-State will continue to use the Trust IX Variable Funding Loan Facility to finance the purchase of additional instalment notes and mortgage loans generated from the future sales of homes as well as the origination and purchase of seasoned loans by Walter Mortgage Company.

Statement of Cash Flows

        Cash was approximately $15.7 million and $60.0 million at June 30, 2004 and December 31, 2003, respectively. The decrease in cash is primarily the result of the increase in accounts receivable ($24.4 million), change in accumulated postretirement benefits obligation ($5.8 million), the purchase of new pipe production and mining equipment, net of retirements ($18.4 million), the purchase of treasury stock ($63.0 million), offset by the issuance of debt, net of payments ($23.2 million), depreciation ($30.5 million), proceeds from the sale of Vestal Manufacturing Company assets ($6.0 million) and other changes of ($7.5 million).

        Cash flows provided by operating activities for the six months ended June 30, 2004, were $17.1 million compared with $20.0 million of cash flows provided for the six months ended June 30, 2003. The reduction in cash flows was principally due to a decrease in income from continuing operations, an increase in receivables and a decrease in cash flows provided by discontinued operations partially offset by an increase in accrued expenses. For the six months ended June 30, 2004, the Company paid approximately $3.6 million of selling expenses related to the disposition of AIMCOR and JW Aluminum.

        Capital expenditures, net of retirements, totaled $18.4 million in the six months ended June 30, 2004 related principally to longwall and natural gas well equipment at Natural Resources and molding equipment at Industrial Products. Commitments for capital expenditures at June 30, 2004 were not significant; however, it is estimated that gross capital expenditures for the year ending December 31, 2004 will approximate $50 million. Actual expenditures in 2004 may be more or less than this amount, depending upon the level of earnings and cash flow, or expansion opportunities in certain markets.

        For the six months ended June 30, 2004, the company paid approximately $6.8 million of Corporate Debt interest. For the year ending December 31, 2004, the Company estimates total interest payments of approximately $12.5 million related to the Other Senior Debt and convertible senior subordinated notes.

        On July 30, 2004, the Board of Directors declared a $0.03 per share dividend payable on September 13, 2004 to shareholders of record on August 13, 2004.

ENVIRONMENTAL

        The Company and its subsidiaries are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the construction and operation of many of its plants, mines and other facilities, and with respect to remediating environmental conditions that may

39



exist at its own and other properties. The Company believes that it and its subsidiaries are in substantial compliance with federal, state and local environmental laws and regulations. Expenditures charged to the statement of operations for compliance of ongoing operations and for remediation of environmental conditions arising from past operations in the years ended December 31, 2003, 2002 and 2001, were approximately $10.8 million, $7.0 million and $7.8 million, respectively. The increase in expenses from 2002 to 2003 occurred at Sloss, which increased approximately $4.5 million due to additional compliance costs for ongoing operations primarily related to obtaining a new permit for its Biological Treatment Facility of $1.7 million and an increase of approximately $2.7 million related to remediation activities mandated by the Environmental Protection Agency ("EPA"). Because environmental laws and regulations continue to evolve, and because conditions giving rise to obligations and liabilities under environmental laws are in some circumstances not readily identifiable, it is difficult to forecast the amount of such future environmental expenditures or the effects of changing standards on future business operations or results. Consequently, the Company can give no assurance that such expenditures will not be material in the future. Capital expenditures for environmental requirements are anticipated to average approximately $2.3 million per year in the next five years. Capital expenditures for the years ended December 31, 2003 and 2002 for environmental requirements were $2.0 million and $3.9 million, respectively.

        U.S. Pipe has implemented an Administrative Consent Order ("ACO") for its Burlington, New Jersey plant that was required under the New Jersey Environmental Cleanup Responsibility Act (now known as the Industrial Site Recovery Act). The ACO required soil and ground water cleanup. U.S. Pipe has completed, and has received final approval on the soil cleanup required by the ACO. U. S. Pipe is continuing to address ground water issues at this site. Further remediation could be required. These remediation costs are expected to be minimal. Long term ground water monitoring will be required to verify natural attenuation. It is not known how long ground water monitoring will be required. Management does not believe monitoring or further cleanup costs, if any, will have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries.

        The Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), generally imposes liability, which may be joint and several and is without regard to fault or the legality of waste generation or disposal, on certain classes of persons, including owners and operators of sites at which hazardous substances are released into the environment (or pose a threat of such release), persons that disposed or arranged for the disposal of hazardous substances at such sites, and persons who owned or operated such sites at the time of such disposal. CERCLA authorizes the EPA, the States and, in some circumstances, private entities to take actions in response to public health or environmental threats and to seek to recover the costs they incur from the same classes of persons. Certain governmental authorities can also seek recovery for damages to natural resources. Currently, U.S. Pipe has been identified as a potentially responsible party ("PRP") by the EPA under CERCLA with respect to cleanup of hazardous substances at two sites to which its wastes allegedly were transported or deposited. U.S. Pipe is among many PRP's at such sites and a significant number of the PRP's are substantial companies. An agreement has been reached with the EPA and a Consent Order, signed by U.S. Pipe and the EPA, has been finalized respecting one of the sites. U.S. Pipe has satisfied its obligations under the Consent Order at a cost that was not material. Natural resource damage claims respecting that same site have now also been made by the State of California, but U.S. Pipe, as a member of the same group of PRPs, believes it has adequate first dollar insurance coverage covering the State's claims. With respect to the other site, located in Anniston, Alabama, the EPA is conducting an inquiry but EPA has not, to date, issued a formal notice letter to PRP's setting forth a settlement demand on the site. Civil litigation in respect of the site is also on-going. Management does not believe that U.S. Pipe's share of any liability will have a material adverse effect on the financial condition of the Company and its subsidiaries, but could be material to results of operations in a reporting period.

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        Sloss Industries entered into a consent order in 1989 relative to a Resource Conservation Recovery Act ("RCRA") compliance program mandated by the EPA. A RCRA Facility Investigation ("RFI") Work Plan was prepared which proposed investigative tasks to assess the presence/absence of contamination at the Sloss facility. The Work Plan was approved in 1994 and the Phase I investigations were conducted and completed between 1995 and 1999. Phase II investigations for the Chemical Plant/Coke Plant and Biological Treatment Facility and Sewers/Land Disposal Areas were performed in 2000 and 2001 and are substantively complete. An Interim Remedial Measure (IRM) Work Plan for the Chemical Plant groundwater, which was presented to the EPA, was implemented during 2003 with progress continuing in 2004. Monitoring requirements will continue on a long-term basis and contamination levels are expected to continue to decline.

        The United States Environmental Protection Agency and the Alabama Department of Environmental Management, and the Jefferson County Department of Health have alleged that Sloss has allowed discharges in excess of permitted limits and violated certain reporting requirements. In settlement of allegations of permit violations relating to wastewater discharges into an adjacent creek, Sloss paid a fine of approximately $0.7 million and donated approximately 300 acres of land for public use in 2003. Sloss and the Jefferson County Department of Health entered into an agreement regarding alleged violations of the clean air act. In settlement of allegations, Sloss paid a fine of approximately $0.1 million and entered into a supplemental environmental project valued at $0.5 million, requiring Sloss to retrofit six (6) Jefferson Warrior Railroad locomotives with emission reduction controls.

        Although no assurances can be given that the Company's subsidiaries will not be required in the future to make material expenditures relating to these or other sites, management does not believe at this time that the cleanup costs, if any, associated with these or other sites will have a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries, but such cleanup costs could be material to results of operations in a reporting period.

MARKET RISK

        The Company's primary market risk exposures relate to (i) restricted short-term investments, (ii) interest rate risk on the instalment notes receivable portfolio, (iii) prepayments on the instalment notes receivable portfolio, (iv) interest rate risk on short and long-term borrowings, (v) interest rate risk on pension and other post employment benefit obligations and (vi) commodity risks associated with the purchase of raw materials including scrap metal and lumber, and hedge contracts with respect to the purchase and sales of natural gas. There have been no material changes, other than those described below, to the information in "Item 7a. Qualitative and Quantitative Disclosures About Market Risk" described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

        The Company's exposure to long-term interest rate risk has been reduced as a result of the issuance of fixed-rate convertible senior subordinated notes and the payoff of the variable-rate Term Loan during April 2004.

        The Company's fixed-rate gross instalment notes receivables were $1.750 billion and fixed-rate mortgage-backed/asset-backed notes payable were $1.781 billion as of June 30, 2004. The fixed rate nature of these instruments and their offsetting positions effectively mitigate significant interest rate risk exposure from these instruments although changes in interest rates could affect the fair value of such instruments. If interest rates decrease, the Company may be exposed to higher prepayment speeds. This could result in a modest increase in short-term profitability. However, it could adversely impact long-term profitability as a result of a shrinking portfolio. Changes in interest rates may impact the fair value of these financial instruments.

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        The level of prepayments on the fixed rate instalment notes will fluctuate with changes in interest rates. Income generated from prepayments will vary each period based on the current interest rate environment and the interest rates associated with the outstanding instalment notes.

        At June 30, 2004, swap contracts to hedge anticipated natural gas sales through August 2004 totaling 0.8 million mmbtu were outstanding at a price of $6.45 per mmbtu. At June 30, 2004, the net gain from these hedging instruments, which was $0.1 million, was recorded in other assets and accumulated comprehensive income (loss).

NEW ACCOUNTING PRONOUNCEMENTS

        In June 2004, the EITF reached a preliminary determination of EITF 04-8 Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earning per Share, which states that the rules relating to contingently convertible securities should be changed and that the "if converted" method should be used in relation to such securities in calculating diluted earnings per share. In the event that the FASB adopts this rule change, the Company's diluted earnings per share would be required to be recalculated and restated by including 9.8 million additional shares as potentially dilutive. If restatement is required for the three months ended June 30, 2004, the Company's diluted earnings per share would be $0.19.

CONTROLS AND PROCEDURES

        As of the end of the period covered by this report, the Company, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's "disclosure controls and procedures" (as defined in Rules 13a—15(e) and 15d—15(e) under the Securities Exchange Act of 1934). Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.

        There were no changes in the Company's internal control over financial reporting that occurred during the Company's most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

        This Form 10-Q contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that is based on the beliefs of the management of the Company, as well as assumptions made by and information currently available to the management of the Company. When used in this Form 10-Q, the words "estimate," "project," "believe," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

        A controversy exists with regard to federal income taxes allegedly owed by the Company. See Note 13 in this Form 10-Q.

        The Company and its subsidiaries are parties to a number of other lawsuits arising in the ordinary course of their businesses. The Company provides for costs relating to these matters when a loss is probable and the amount is reasonably estimable (See Note 13 in this Form 10-Q). The effect of the outcome of these matters on the Company's future results of operations cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of such matters. While the results of litigation cannot be predicted with certainty, the Company believes that the final outcome of such other litigation will not have a material adverse effect on the Company's consolidated financial position.

Item 2. Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities.

        On April 20, 2004, the Company issued and sold in private placement $175 million (principal amount) of 3.75% convertible senior subordinated notes due 2024 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Proceeds to the Company were approximately $168.9 million, net of approximately $6.1 million of underwriting fees and expenses.

        The convertible senior subordinated notes are convertible subject to certain conditions, into the Company's common stock at an initial conversion rate of 56.0303 shares of common stock per $1,000 principal adjustment of notes which is equivalent to an initial conversion price of approximately $17.85 per share subject to adjustment and under certain circumstances.

Purchase of Equity Securities by the Company and Affiliated Purchasers.

        The following table presents information with respect to purchases of common stock of the Company made during the three months ended June 30, 2004 by Walter Industries, Inc. or any "affiliated purchaser" of Walter Industries, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

 
  Total Number of
Shares Purchased

  Average Price
Paid per Share

  Total Number of
Shares Purchased
as part of Publicly
Announcated
Programs

  Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Program

April 1, 2004 - April 30, 2004   4,960,784 (1) $ 12.70      
May 1, 2004 - May 31, 2004            
June 1, 2004 - June 30, 2004            
   
 
 
 
Total   4,960,784   $ 12.70     $ 7,500,000

(1)
The Company repurchased 3,960,784 shares of its common stock from certain affiliates of Kohlberg Kravis Roberts & Co. and 1,000,000 shares from the purchasers of the convertible senior subordinated notes. These shares were purchased pursuant to resolutions adopted by the Board of Directors on April 12 and April 22, 2004. There is no further authority available for stock repurchases pursuant to these resolutions.

II-1



The Company has ongoing authorization from the Board of Directors to repurchase shares of common stock in the open market or in negotiated transactions. There is no expiration of this authorized program and the Company has not determined to terminate the program. As of June 30, 2004, $7.5 million remains available under the program.

Item 4. Submission of Matters to a Vote of Security Holders

        At the Company's Annual Meeting of Shareholders on April 22, 2004, the following proposals were submitted to the Stockholders:


Director

  For
  Withhold
Donald N. Boyce   38,002,304   483,097
Howard L. Clark, Jr.   37,908,558   576,843
Don DeFosset   37,877,210   608,191
Perry Golkin   37,854,412   630,989
Jerry W. Kolb   37,976,399   509,002
Scott C. Nuttall   37,321,284   1,164,117
Bernard G. Rethore   37,976,404   508,997
Neil A. Springer   37,976,604   508,797
Michael T. Tokarz   37,816,188   669,213

Item 6. Exhibits and Reports on Form 8-K


Number

   
3(i)   Amended and Restated Certificate of Incorporation of the Company (1)

4

 

First Amendment to the Common Stock Registration Rights Agreement and the Channel One Registration Rights Agreement dated April 13, 2004 (2)

10.21

 

Amendment No. 4 to Credit Agreement dated April 13, 2004

10.22

 

Stock Repurchase Agreement dated April 13, 2004 by and between Walter Industries, Inc. and Kohlberg Kravis Roberts and Co.

10.23

 

Stock Repurchase Agreement dated April 22, 2004 by and between Walter Industries, Inc. and Kohlberg Kravis Roberts and Co.

31.1

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002—Chief Executive Officer

31.2

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002—Chief Financial Officer

32.1

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350—Chief Executive Officer

32.2

 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350—Chief Financial Officer


II-2


II-3



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WALTER INDUSTRIES, INC.

/s/  
W. F. OHRT      
W. F. Ohrt
Executive Vice President and
Principal Financial Officer

 

/s/  
C. E. CAUTHEN      
C.E. Cauthen
Senior Vice President, Controller
and Principal Accounting Officer

Date: August 9, 2004




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PART I—FINANCIAL INFORMATION WALTER INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
WALTER INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
WALTER INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
WALTER INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For The Six Months Ended June 30, 2004 (UNAUDITED) (in thousands)
WALTER INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
WALTER INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 (Unaudited)
WALTER INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 (Unaudited)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS, FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES AND QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
PART II—OTHER INFORMATION
SIGNATURES